exhibit103.htm


    
      

    

    
      Exhibit
10.3

      
 

      
        	 
      	 
      	
                FORM
      OF

              	 
      	 
      
	
                DaimlerChrysler

              	 
      	
                LEASE
      AGREEMENT

              	 
      	 
      
	
                Truck
      Financial

              	 
      	
                (Open-End)

              	 
      	 
      


      

      
        
          	
                  LESSOR:

                	
                  LESSEE:

                	 	 
	 	 	 	 	 	 
	
                  This
      Lease Agreement (hereinafter "Lease") is entered into on the _____day of
      ____________by and between the Lessor named above (hereinafter "Lessor")
      and the Lessee named above (hereinafter "Lessee").

                
	
                  ASSIGNEE: Daimler Trust, and its
      successors, transferees and assigns.

                
	
                  TAX
      STATEMENT

                
	
                  Lessee
      hereby represents and certifies, under penalty of perjury, that, with
      respect to all Schedules now or hereafter executed in connection with the
      Lease: 

                    (i)
      Lessee intends that more than 50 percent of the use of the Equipment is to
      be in its trade or business; and 

                      (ii)
      Lessee has been advised that LESSEE WILL
      NOT BE TREATED AS THE OWNER OF THE EQUIPMENT FOR FEDERAL INCOME TAX
      PURPOSES. 

                        Lessee
      agrees to indemnify Lessor pursuant to the Lease for any claims, losses,
      costs, damages, and expenses, of whatsoever kind and nature, including
      legal fees, resulting
      from Lessee's breach of the above representation and
      certification.

                      

                    

                  

                
	
                  NOTICE
      TO LESSEE:

                	
                  WARNING:

                
	
                  (1)
      DO NOT SIGN THIS LEASE BEFORE READING IT OR IF IT CONTAINS ANY BLANK
      SPACES TO BE FILLED IN; (2) LESSEE IS ENTITLED TO A COMPLETELY FILLED-IN
      COPY OF THIS LEASE.

                	
                  Important
      consumer protections may not apply if this agreement indicated that Lessee
      is leasing the vehicle primarily for agriculture, business or commercial
      use.

                
	
                  LESSEE
      ACKNOWLEDGMENT

                	
                  LESSOR
      ACKNOWLEDGMENT

                
	
                  BY
      SIGNING BELOW, LESSEE ACKNOWLEDGES THAT LESSOR'S SIGNATURE ON THIS LEASE
      WILL HAVE THE EFFECT OF ASSIGNING ALL RIGHT, TITLE AND INTEREST OF LESSOR
      IN AND TO THIS LEASE AND THE EQUIPMENT TO ASSIGNEE, Lessee agrees that
      Lessee received a completely filled-in copy of this Lease and agrees to
      all the provisions of the Lease, including the terms and conditions on
      this and the following page.

                	
                  BY
      SIGNING BELOW, LESSOR ACCEPTS THE TERMS AND CONDITIONS OF THIS LEASE AND
      ASSIGNS ALL RIGHT, TITLE AND INTEREST TO AND IN THIS LEASE AND THE
      EQUIPMENT TO ASSIGNEE, PURSUANT TO THE TERMS OF THE EQUIPMENT PURCHASE AND
      LEASE ASSIGNMENT AGREEMENT BY AND BETWEEN LESSOR AND
    ASSIGNEE.

                
	
                  Lessee:

                	 	 	
                  Lessor:

                	 	 
	 	 	 	 	 	 
	
                  Siqnature
      X:

                	 	 	
                  By:X:

                	 	 
	
                  Title:

                	 	 	
                  Title:

                	 	 
	
                  GUARANTY

                
	
                  The
      undersigned guarantor(s) ("we") hereby, jointly, severally and
      unconditionally guarantee payment of all of Lessee's obligations under
      this Lease, and all extensions and substitutions thereof, and agree to the
      Lease's terms and conditions. We waive any rights that we may have to
      require the Lessor or Assignee to first exhaust its remedies against the
      Lessee(s), the Equipment, or any other guarantor, before collecting under
      this Guaranty,

                


        

        
          	
                  Guarantor
      Name:

                	 
      	 
      	
                  Guarantor
      Name:

                	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                  Guarantor Signature X:

                	 
      	 
      	
                  Guarantor Signature X:

                	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      


        

        TERMS
& CONDITIONS

      

      


      
        	
                1.   EQUIPMENT LEASED. Lessor agrees to lease
      to Lessee and Lessee agrees to lease from Lessor the equipment described
      in each Schedule A now or hereafter executed pursuant to this Lease
      (hereinafter "Schedule" or "Schedules"), together with any attachments or
      accessories now or hereafter incorporated in or attached to said equipment
      (hereinafter "Equipment"). Additional Equipment may be leased hereunder by
      the execution of additional Schedules by Lessor and Lessee and each such
      Schedule shall constitute a separate Lease of the Equipment described
      therein. Except as specifically modified in any Schedule, all of the terms
      and conditions of this Lease shall govern the rights and obligations of
      Lessee and Lessor with respect to the Equipment described in the
      Schedules. Whenever reference is made herein to "this Lease" or "the
      Lease" it shall be deemed to include all Schedules now or hereafter
      executed under this Lease.

                2.   TERM. This Lease shall commence on the
      delivery dale stated on the applicable Schedule(s) and shall continue
      until all rental payments as hereinafter described, and all of Lessee's
      other obligations hereunder, have been satisfied in full by
      Lessee.

                3.   RENTAL; LATE CHARGE; ADDITIONAL CHARGES.
      Lessee agrees to pay Lessor monthly payments in an amount and for the term
      indicated in the Schedule(s) without reduction or set off for any reason,
      except as otherwise provided in this Lease. The first payment shall be due
      on the date stated in the Schedule(s). If
      Lessee fails to pay in full any rental payment, or any other sum required
      to be paid hereunder by Lessee, within ten (10) days of its due date,
      Lessor may, without declaring Lessee to be in default, charge Lessee an
      amount equal to five percent (5%) of such past due amounts or the maximum
      allowed by applicable state law. In addition, Lessor may collect from
      Lessee a charge of $25, or such lesser amount as may be limited by law,
      for each check, draft or similar instrument presented to Lessor that is
      returned or dishonored for any reason.

                4.   FEES AND TAXES. Lessee agrees to pay when
      due all fees, sales and use taxes, duties, assessments, highway use taxes,
      or other taxes and charges, however designated, now or hereafter levied or
      based upon the purchase, rental, ownership, use, possession, leasing,
      operation, control, maintenance or sale of the Equipment, whether or not
      paid or payable by Lessor (excluding Lessor's net income, franchise and
      business and occupation taxes), and shall supply Lessor with proof of
      payment upon written demand therefor by Lessor.

                5.   USE, INSPECTION AND ALTERATIONS. Lessee
      at its sole expense shall have the Equipment serviced in accordance with
      the manufacturer's approved maintenance schedules, ensure that maintenance
      records are available for review by Lessor at reasonable times and places
      and maintain the Equipment in good repair, appearance, functional order,
      and good lawful operating condition. Lessee shall not (a) sell, lease,
      transfer or assign the Equipment or Lessee's interest in this Lease or any
      Schedule without Lessor's prior written consent; (b) use or permit the use
      of the Equipment in any unintended, injurious or unlawful manner; (c) use
      or permit the use of the Equipment primarily for personal, family,
      household or agricultural purposes; (d) subject the Equipment to unusual,
      extreme or severe operating condition; (e) remove the Equipment from the
      state in which Lessee resides or has its principal offices, other than in
      the ordinary course of business, for a period in excess of sixty (60)
      consecutive days, without first obtaining Lessor's prior written consent;
      or (f) change or alter the Equipment without Lessor's prior written
      consent, except that Lessee shall make such alterations and improvements,
      at Lessee's expense, as may be required from time to time to meet the
      requirements of law or of any federal, state or local governmental
      authority having jurisdiction over the Equipment. To ensure compliance
      with the foregoing, Lessor shall have the right, at any lime, to enter
      Lessee's premises or elsewhere to inspect the Equipment or to observe its
      use. All improvements and alterations, other than improvements which can
      be readily removed without causing damage to the Equipment and without
      rendering the Equipment unable to comply with law, shall become part of
      the Equipment and shall be the property of Lessor.

              	 
      	
                6.   INSURANCE. Lessee agrees to keep the
      Equipment continuously insured by an insurance company and with
      deductibles as specified by Lessor from time to time. At a minimum, Lessee
      must provide Lessor with proof of: (i) collision and comprehensive
      insurance coverage in an amount equal to the value of the Equipment and
      (ii) liability insurance for bodily injury or death and property damage in
      an amount as specified by Lessor. Lessee agrees to provide Lessor with
      written proof of a paid policy and subsequent renewals, showing Lessor as
      loss payee and additional insured, which will require at least thirty (30)
      days prior written notice to Lessor before such insurance may lapse, be
      reduced, canceled or terminated. Lessee assigns to Lessor all proceeds
      from insurance policies covering the Equipment, including, but not limited
      to, refunds of unearned premiums of any credit life, credit disability,
      property or other insurance financed by Lessor, and directs said insurance
      companies to pay such amounts directly to Lessor, Lessor may apply any
      Insurance proceeds and returned premiums received to Lessee's unpaid
      obligations under this Lease. Should Lessee fail to purchase and maintain
      adequate insurance on the Equipment, as determined by Lessor, then Lessor
      may purchase such insurance as Lessor deems necessary to protect its
      interest. Lessee agrees to reimburse Lessor for the cost of such insurance
      within ten (10) days of demand, and if Lessee fails to do so, then Lessor
      may charge a late fee in accordance with this Lease. All insurance
      policies financed under this Lease, unless a shorter period is specified
      in the policy, end upon the original due date of the last payment due
      under the applicable Schedule. If Lessee is due any insurance refund,
      Lessee must seek same from the insurance company. Lessor does not require
      Lessee to have credit life insurance. Lessee authorizes Lessor to release
      to third parlies any information necessary to facilitate insurance and tax
      monitoring and insurance placement. Lessee and its agents and employees
      will cooperate with Lessor and any insurer in the reporting,
      investigation, prosecution or defense of any accident, claim or suit
      related to the Equipment and will promptly deliver to Lessor copies of all
      papers or notices served upon or delivered to Lessee, its agents or
      employees and will otherwise comply with the notification requirements of
      any insurance carrier.

                7.   LOSS AND DAMAGE. Lessee hereby assumes
      all risk of loss, including theft or destruction, and the risk of damage
      to the Equipment, from any and every cause whatsoever, whether or not such
      loss is covered by insurance. Loss or damage to the Equipment, or any part
      thereof, shall not relieve Lessee of any obligation under this Lease. If
      the Equipment is damaged or destroyed in an accident or other occurrence
      or confiscated by any governmental authority or subjected to any lax lien
      or is stolen, abandoned or subjected to undue peril, Lessee will notify
      Lessor within ten (10) days of such occurrence or condition. If any item
      of Equipment is damaged and in a condition which Lessor believes may be
      reasonably repaired, Lessee shall repair the same to good working order.
      If the Equipment is damaged and in a condition which Lessor believes is
      beyond reasonable repair, or with respect to any other occurrence or
      condition set forth above, Lessor may terminate this Lease with respect to
      that Equipment immediately. If the Lease is terminated, Lessee's
      termination liability shall be the sum of the following: (1) any Lease
      payments or other amounts due and owing as of the date of termination;
      plus (2) the balance of the Lease payments Lessee would have made had the
      lease gone to full term (less a deduction for the time value of such
      payments computed in accordance with The simple interest method); plus (3)
      the Residual Value as set forth in the Schedule(s) (less a
      deduction for the time value of such payments computed in accordance wilt
      the simple interest method); plus (4) an amount equal to one monthly Lease
      payment; plus (5) any and all commissions, fees or other amounts paid by
      Lessor as consideration for assignment of this Lease; less the proceeds
      Lessor receives from the insurance provided by Lessee, if any. Lessee
      expressly understands and agrees that in the event of a total loss,
      Lessee's insurance policy may not be sufficient to completely satisfy
      Lessee's termination liability set forth above, and Lessee agrees that in
      such event Lessee shall be liable for, and shall pay Lessor upon demand
      therefor, the amount of any such
  deficiency.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          	
                  DaimlerChrysler

                	 
      	
                  LEASE
      AGREEMENT

                	 
      	 
      
	
                  Truck
      Financial

                	 
      	
                  TERMS & CONDITIONS (Continued)

                	 
      	 
      


        

      

      
        
          	
                  8.   SPECIAL
      REPRESENTATIONS, WARRANTIES AND COVENANTS OF
      LESSEE.

                  Lessee
      represents, warrants and covenants to Lessor that: (a) the Equipment will
      not be used outside of the United States during more than 50 percent of
      any calendar year or partial calendar year (during the term of this Lease;
      (b) Lessee is not and will not become an organization exempt from the tax
      imposed by Chapter 1 of the Internal Revenue Code of 1986 nor will Lessee
      allow any such entity to use the Equipment; and (c) Lessee is not the
      United States, any State (including the District of Columbia) or political
      subdivision thereof, or any agency or instrumentality of the United
      States, any State or political subdivision thereof or any international
      organization, nor will Lessee allow any such entity to use the Equipment.
      Lessee acknowledges that if any representation, warranty or covenant
      herein is false or if it takes any action or omits to take any action
      which causes any such representation, warranty or covenant to be false or
      to be breached, Lessor, or the affiliate group of which it is a member,
      may suffer adverse tax consequences. Accordingly, Lessee agrees that if it
      breaches any such representation, warranty or covenant or if the same
      shall be or become false, this Lease shall be deemed to be in default and
      Lessee shall be liable to Lessor in the manner and for the amounts set
      forth in this Lease.

                  9 .  DISCLAIMER OF WARRANTIES. LESSOR IS NOT THE
      PRODUCER, MANUFACTURER OR DESIGNER OF THE EQUIPMENT, AND LESSOR MAKES NO
      WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THIS LEASE OR THE
      EQUIPMENT, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR
      FITNESS FOR A PARTICULAR PURPOSE OR INTENDED USE. LESSOR SPECIFICALLY
      DISCLAIMS ANY AND ALL LIABILITY FOR CONSEQUENTIAL
      DAMAGES.

                  Lessor
      agrees, however, to assign to Lessee all of the manufacturer's standard
      warranties applicable to the Equipment, together with any rights and
      remedies afforded thereunder, to the extent that those warranties, rights
      and remedies are assignable, Lessee's obligations to Lessor under this
      Lease are absolute, unconditional and non-cancelable with no right of
      offset, counterclaim or defense against Lessor or any
      assignee.

                  10.   INDEMNIFICATION. Lessee agrees to defend,
      indemnify and hold harmless Lessor from and against any and all loss or
      damages to the Equipment and from all claims, losses, suits, actions,
      liabilities, costs and expenses (including, but not limited to, reasonable
      attorneys' fees) related to and/or arising from the purchase, rental,
      ownership, use, possession, leasing, operation, control, maintenance or
      sale of the Equipment or any breach of any representation or warranty
      contained in this Lease. This section shall inure to the benefit of any
      successor or assign of Lessor and shall survive termination of this
      Lease.

                  11.   DEFAULT. Time is of the essence in this
      Lease, and Lessor may declare this Lease to be in default and terminated
      upon the occurrence of any of the following events: (a) Lessee's failure
      to pay when due the full amount of any payment required hereunder or under
      any other lease (or under any loan or retail installment contract) with
      Lessor or any affiliate of Lessor, or Lessee's default. In the performance
      of any of the obligators or covenants hereunder or thereunder; or (b) the
      making of any false or misleading statement by Lessee prior to or in
      connection with this Lease; or (c) Lessee's death, dissolution, insolvency
      or other termination of existence; or (d) a significant change in the
      management, ownership or control of Lessee, without Lessor's consent; or
      (e) the merger, transfer, acquisition or consolidation by Lessee with any
      other entity, without Lessor's consent; or (f) Lessee's becoming the
      subject of a petition in bankruptcy, either voluntarily or involuntarily,
      or making an assignment for the benefit of creditors, or being named or
      subjected to a suit for the appointment of a receiver; or (g) seizure of
      or levy upon the Equipment by reason of any legal or governmental process;
      or (h) any bankruptcy, insolvency, termination or default of any guarantor
      of Lessee; or (i) if any guaranty supporting Lessee's obligations
      hereunder shall fail to remain in full force and effect.

                  12.   LESSOR'S REMEDIES. Upon Lessee's default,
      Lessee shall be liable for, and shall pay Lessor
      upon demand, the sum of the following as liquidated damages: (1) any Lease
      payments or other amounts due and owing as of the dale of default; plus (2) the balance of the
      Lease payments Lessee would have paid had the Lease gone to full term
      (less a deduction for the time value of such payments computed in
      accordance with the simple interest method); plus (3) the Residual Value as
      set forth in the Schedule(s) (less a deduction for the time value of such
      payments computed in accordance with the simple interest method); plus (4) an amount equal to one
      monthly Lease payment; plus (5) any and all
      commissions, fees or other amounts paid by Lessor as consideration for the
      assignment of this Lease (collectively, the "Default Liability"). In the
      event of Lessee's default, Lessee agrees to surrender the Equipment to
      Lessor at such location as Lessor may designate, and agrees that Lessor
      may lake possession of the Equipment wherever the same may be found,
      whether on Lessee's premises or elsewhere, in accordance with applicable
      law. Lessee further agrees that any and all rights or interests Lessee may
      have in the Equipment shall be extinguished upon Lessee's default. If
      Lessor obtains possession of the Equipment following Lessee's default,
      Lessor shall dispose of the Equipment by public or private sale in the
      wholesale or retail market, and such disposition may be with or without
      notice to Lessee. Lessor may advertise and sell repossessed Equipment
      through www.usedtruckinventory.com or
      other internet websites through which equipment or motor vehicles similar
      to the Equipment is sold and such disposition shall be deemed in
      conformity with reasonable commercial practice among dealers of the type
      of property that was the subject of the disposition. Following any such
      sale, Lessor shall deduct from the Default Liability the amount of any
      proceeds obtained upon disposition of the Equipment, less any costs or
      expenses incurred by Lessor in connection with the repossession, storage,
      restoration and/or disposition of the Equipment. Lessor may assess, and
      Lessee will be liable for, interest on the total amounts Lessee may owe to
      Lessor from time to time by reason of Lessee's default at the rate of
      eighteen percent (18%) per annum, unless a lower rate is required by
      applicable law, in which case that rate shall apply, both before and after
      judgment. Lessee understands and agrees that the remedies provided under
      this Lease in favor of Lessor upon default shall not be exclusive, but
      shall be cumulative and in addition to any other remedies available to
      Lessor, whether existing in law, equity or bankruptcy. Further, upon any
      event of default, Lessee authorizes Lessor to notify anyone using the
      Equipment to pay Lessor directly for any of Lessee's
      obligations.

                  13.   END OF LEASE TERMINATION LIABILITY. Upon
      the expiration of this Lease, Lessee shall, at Lessee's expense, assemble
      and return the Equipment unencumbered at Lessor's place of business, or at
      such other place as Lessor specifies, in the same condition, appearance
      and functional order as received, reasonable and ordinary wear and tear
      excepted. Upon the return of the Equipment, Lessor will sell the Equipment
      at a public (including, but not limited through www.usedtruckinventory.com or other
      internet website through which equipment or motor vehicles similar to
      Equipment is sold) or private sale with or without notice to Lessee. If
      the amount received from the sale (less sales tax payable, reasonable
      sales commissions and restoration and storage costs, if any) exceeds the
      Residual Value of the Equipment as set forth in the Schedule(s), the
      amount of such surplus shall be paid to Lessee. If the amount received
      from the sale (less sales tax payable, reasonable sales commissions and
      restoration and storage costs, if any) is less than the Residual Value of
      the Equipment as set forth in the Schedule(s), Lessee shall be liable for,
      and shall pay upon demand, the amount of such deficiency to Lessor. Lessee
      acknowledges that the potential benefit or liability herein contemplated
      is not intended to create any equity interest in the Equipment for Lessee,
      but rather are designed as incentives for Lessee to properly maintain the
      Equipment as required by this Lease. If Lessee fails to return the
      Equipment on or before the last day of the Lease term, Lessee shall be
      obligated to pay, as holdover lease payments, an amount equal to two times
      the monthly payment for each month (or portion thereof) that the Lessee
      fails to return the Equipment. For example, if the monthly payment prior
      to the expiration of the lease was $200 per month, the holdover monthly
      lease payment shall be $400 per month. Notwithstanding the foregoing,
      receipt of the monthly holdover payment shall not constitute consent or
      permission by Lessor to retain possession of the
Equipment.

                	 
      	
                  14.   PURCHASE OPTION. If Lessee is not in
      default of its obligations to Lessor hereunder or under any other
      agreement with Lessor, Lessee has the option to purchase the Equipment at
      any lime. The purchase price for the Equipment prior to expiration of the
      Lease term is the following: (1) any Lease payments or other amounts due
      and owing as of the date Lessee exercises its purchase option; plus (2) the balance of the
      Lease payments Lessee would have made had the Lease gone to full term
      (less a deduction for the time value of such payments computed in
      accordance with the simple interest method); plus (3) the Residual Value as
      set forth in the Schedule(s) (less a deduction for the time value of such
      payments computed in accordance with the simple interest method); plus (4) an amount equal to one
      monthly Lease payment; plus (5) any and all
      commissions, fees or other amounts paid by Lessor as consideration for
      assignment to this Lease; plus (6) any official fees and
      taxes assessed in connection with the purchase. The purchase price for the
      Equipment upon expiration of the Lease term is the amount described in the
      preceding sentence less items (4)
      and (5) and the Residual Value will not be present valued. If Lessee
      wishes to exercise this purchase option, Lessee agrees to provide to
      Lessor sixty (60) days prior written notice of its intent to purchase the
      Equipment, Lessee expressly understands that Lessee shall have absolutely
      no equity or other ownership rights in the Equipment unless and until
      Lessee purchases the Equipment as provided herein.

                  15.   OWNERSHIP/TITLE/LIENS. Lessor and Lessee
      intend for this agreement to be a true lease; consequently; ownership of
      and title to all Equipment shall be and remain in Lessor, notwithstanding
      possession and use thereof by Lessee. Lessee has not acquired, and will
      not acquire by its acceptance of this Lease, any proprietary rights or
      interest in the Equipment. Lessee acknowledges that unless and until
      Lessee purchases the Equipment in accordance with the Lease, Lessee's
      interest shall be that of lessee and not owner, Lessee shall keep the
      Equipment free from all liens and encumbrances during the term of this
      Lease.

                  16.   ASSIGNMENT. This Lease shall be binding
      upon and inure to the benefit of any permitted successors and assigns of
      Lessor and Lessee. All right, title and interest in and to this Lease, any
      Schedules and the Equipment may be assigned at any lime by Assignee or any
      subsequent assignee without Lessee's consent. Upon notice of any
      assignment by Lessor, Lessee shall make all payments coming due hereunder
      without offset, counterclaim or defense of any kind. It is expressly
      understood that any reference in this Lease to "Lessor" shall be construed
      to mean Lessor, Assignee or any subsequent assignee, and their successors.
      Lessee's interest hereunder shall not inure to the benefit of any trustee,
      receiver, creditor or successor of Lessee or its property, whether or not
      in bankruptcy, or whether by operation of law or otherwise.

                  17.   POWER OF ATTORNEY. To the extent
      permitted by law, Lessee hereby appoints Lessor as Lessee's
      attorney-in-fact, Lessee's grant of this power of attorney is coupled with
      an interest and is irrevocable until all obligations Lessee owes under
      this Lease are paid in full. As Lessee's attorney-in-fact, Lessor can; (a)
      sign on Lessee's behalf all Certificates of Ownership, Registration cards,
      applications, affidavits or any other documents required to register and
      properly perfect Lessor's security interest in the Equipment; (b) transfer
      Lessee's entire interest in the Equipment as part of a repossession and
      sale; and (c) act on Lessee's behalf in insurance matters relating to the
      Equipment, including, but not limited to, the power to endorse insurance
      proceeds checks or drafts on Lessee's behalf and cancel any credit life,
      credit disability, guaranteed automotive protection coverage, extended
      warranty or other optional insurance financed under this Lease and apply
      the refunded premium or cost to Lessee's outstanding balance.

                  18.   ADDITIONAL SECURITY.   To
      further secure the performance of Lessee's obligations to Lessor,
      hereunder or otherwise, Lessee hereby grants to Lessor a first security
      interest in (a) each and every vehicle leased by Lessee from Lessor or an
      affiliate of Lessor ("Leased Vehicles'') (Lessees interest in said
      equipment being assigned to the full extent of Lessee's interest therein);
      and (b) each and every vehicle purchased by Lessee and financed by Lessor
      or an affiliate of Lessor ("Financed Vehicles"); and (c) all accessions,
      replacements and additions to the Leased Vehicles and Financed Vehicles,
      and in all leases, lease payments, rentals, chattel paper and rights
      relating to the Leased Vehicles and Financed Vehicles, and in all proceeds
      derived from the Leased Vehicles and Financed Vehicles, including
      insurance proceeds and refunds of insurance premiums; and (d) any
      additional equipment or inventory described in an exhibit or schedule
      attached hereto or to any Lease Schedule. If Lessor permits Lessee to
      allow others to use or lease the Equipment, Lessee agrees to stamp any
      agreement between Lessee and Lessee's lessee with language approved by
      Lessor and to provide and update Lessor with all current contact
      information of any user or lessee.

                  19.   GOVERNING LAW; JURISDICTION. This Lease
      shall be deemed to have been made in the state named in Lessor's address
      above, and shall be interpreted, and the rights and liabilities of the
      parties determined, by the laws and courts of that state, to the exclusion
      of the courts of any other state or country; provided, however, that
      Lessor shall have the right, but not the obligation, to litigate in any
      state or country in which Lessee, the Equipment, or any of Lessees or any
      guarantor's assets are located. LESSEE
      WAIVES ANY AND ALL RIGHT TO A JURY TRIAL REGARDING ANY DISPUTE ARISING
      HEREUNDER.

                  20.   AUTHORIZATION TO SHARE INFORMATION.
      Lessor may collect non-public information from Lessee and any guarantor
      which may consist of information on credit applications or other forms,
      information regarding transactions with Lessor, affiliates or others and
      information that Lessor receives from consumer or credit reporting
      agencies and other outside sources during the time period that a line of
      credit is in effect or that any balance is due to Lessor under any lease
      or loan agreement ("Information"). Lessee and guarantors agree that Lessor
      may disclose any of the Information to affiliates, assignees or agents of
      Lessor.

                  21.   SEVERABILITY. If any of the provisions of
      this Lease are prohibited by or held invalid under applicable laws or
      regulations of any jurisdiction in which this Lease is sought to be
      enforced, then that provision shall be considered inapplicable and omitted
      but shall not invalidate the remaining provisions.

                  22.   COSTS AND ATTORNEY'S FEES. If Lessor
      employs an agent or other party for purposes of collection or
      repossession, or refers this Lease to an attorney for purposes of
      collection, repossession or enforcement of Lessor's interests herein,
      Lessee agrees to reimburse Lessor upon Lessor's demand for all of Lessor's
      repossession costs, attorney's fess and expenses to the extent permitted
      by applicable state law.

                  23.   ENTIRE AGREEMENT; WAIVER. This Lease and
      the Schedule(s) referred to herein constitute the entire agreement of the
      parties hereto. No waiver or modification of this lease or any Schedule
      shall be effective unless in writing and signed by both parties. No waiver
      by Lessor of any obligation of Lessee under this Lease shall be deemed a
      waiver of Lessor's right to subsequent or other full and timely
      performance.

                  24.   NOTICES. All notices
      and payments shall be mailed to the respective parties at the addresses
      set forth above or such other address as a party may provide to the other
      party in writing.

                  25.   LIKE-KIND EXCHANGE, As part of a
      like-kind exchange program, Assignee has engaged MBF Account Services LLC
      as a qualified intermediary. The originating Dealer/Lessor is hereby
      notified that the Assignee has assigned to MBF Account Services LLC its
      rights (but not its obligations) for the purchase of the Equipment
      described in any Leases. In the event the Lessee or originating
      Dealer/Lessor purchases any Equipment, such purchaser is hereby notified
      that the Assignee has engaged MBF Account Services LLC as a qualified
      intermediary and has assigned to MBF Account Services LLC its rights (but
      not its obligations) for the sale of Equipment described in such
      Leases.

                  26.   HEADINGS. Headings at the beginning of
      each section are solely for the convenience of the parties and shall not
      be considered when interpreting this Lease.

                  27.   COLLATERAL AGENT. Daimler Trust grants a
      security interest in the Equipment to Daimler Title Co., as collateral
      agent pursuant to the Collateral Agency Agreement dated as of
      ___________________.

                


        

         

      

    

     

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10-Q